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New Providence Acquisition Corp. III filed a Rule 425 disclosure that republishes an interview with Bill Barhydt, CEO of Abra Financial Holdings, and describes a pending business combination under a Business Combination Agreement dated March 16, 2026. The parties intend to file a Form S-4 to solicit SPAC shareholder proxies and to provide a prospectus for the securities to be issued in connection with the proposed business combination.
The interview highlights Abra’s product mix (stablecoin yield, Bitcoin-backed yield, staking, DeFi lending) and discusses regulatory and geopolitical issues the management considers relevant to the transaction. The communication includes standard forward-looking statements, customary risk-factor language, and instructions that definitive proxy/prospectus materials will be mailed after the Registration Statement is declared effective.
New Providence Acquisition Corp. III entered into a Business Combination Agreement to combine with Abra Financial Holdings, Inc. The agreement contemplates a domestication of the SPAC to Delaware, a merger in which Abra becomes a wholly owned subsidiary and aggregate consideration equal to $750,000,000 divided by the Redemption Price to determine the Exchange Ratio. The Transactions are subject to customary closing conditions, including shareholder approvals, regulatory clearances, effectiveness of a Form S-4 registration statement, Nasdaq approval and minimum $40,000,000 of Net Cash Proceeds after redemptions; timing and completion are subject to conditions and customary termination rights.
New Providence Acquisition Corp. III entered into a Business Combination Agreement to merge with Abra Financial Holdings, Inc., valuing Abra at a $750,000,000 pre-money equity value payable in newly issued SPAC common stock. SPAC will domesticate from the Cayman Islands to Delaware, then merge its subsidiary into Abra, making Abra a wholly owned subsidiary and renaming the public company Abra Financial, Inc.
Abra shareholders will roll 100% of their equity and receive shares based on an exchange ratio tied to fully diluted Abra shares and the SPAC redemption price. Closing conditions include shareholder approvals, an effective Form S-4, Nasdaq listing, required regulatory consents and at least $40,000,000 in net cash from the trust plus any Transaction Financing. The parties are targeting at least $150,000,000 of additional financing and have signed support, lock-up, sponsor support and non-compete agreements to align insiders and major holders.
Healthcare of Ontario Pension Plan Trust Fund filed an amended Schedule 13G reporting its beneficial ownership in New Providence Acquisition Corp. III.
The fund reports owning 690,000 Class A ordinary shares, equal to 2.2% of the class, based on 30,887,075 Class A shares outstanding as of November 14, 2025. It has sole voting and dispositive power over these shares.
The pension plan certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
MMCAP International Inc. SPC and Asset Management Inc. report a passive ownership stake in New Providence Acquisition Corp. III. They beneficially own 2,200,000 Class A ordinary shares, equal to 7.1% of the class, with shared voting and dispositive power over all reported shares as of 12/31/2025.
The reporting persons certify the shares were not acquired and are not held to change or influence control of the company, but instead qualify for passive reporting on Schedule 13G/A (Amendment No. 2). Two directors, Ulla Vestergaard and Hillel Meltz, signed the statement, and a joint filing agreement is included as an exhibit.
New Providence Acquisition Corp. III reported third-quarter results consistent with a SPAC in its pre-merger phase. The company recorded Q3 net income of $2,993,917, driven by $3,174,569 of interest earned on trust assets, offset by $180,652 of general and administrative costs. For the nine months ended September 30, 2025, net income was $4,986,136, reflecting interest income on the trust portfolio.
The trust held $307,034,251 as of September 30, 2025, with public shares redeemable at $10.23 per share. Outside the trust, the company had $918,036 in cash and a $986,491 working capital surplus. Transaction costs from the IPO totaled $18,631,614, including a $12,789,000 deferred underwriting fee payable upon a business combination.
The SPAC has until April 25, 2027 to complete a merger. Management disclosed substantial doubt about the company’s ability to continue as a going concern absent additional financing or a completed business combination, a common risk factor for SPACs pre-deal.